1. Purpose and acceptance
The purpose of the Agreement is to define the conditions under which Customers may use Cards to obtain Goods at participating Sites. Without prejudice to the other terms if this Agreement, use of a Card by the Customer or Cardholder constitutes acceptance of the General Terms and Conditions.
In this Agreement, the following words shall have the following meanings:
- “Affiliate” means: (1) for UK Fuels: Radius Payment Solutions Limited (Company number: 08260702) “Radius” or any company in which Radius owns or controls, directly or indirectly, 50% or more of the voting rights; and (2) for Customer: any company in which Customer’s ultimate holding company owns or controls, directly or indirectly, 50% or more of the voting rights;
- “Agreement” means these General Terms & Conditions, Card Forms and Card Procedures. In the event of a conflict between any provision of these General Terms and Conditions, the Card Forms or the Card Procedures, the Card Forms shall take precedence over the General Terms and Conditions and the General Terms and Conditions shall take precedence over the Card Procedures;
- “Card Forms” means the application form, card order form, e-business sign up form and/or any other form completed by Customer upon request by UK Fuels and accepted by UK Fuels;
- “Business Day” means any day on which clearing banks are open for business in London excluding Saturdays;
- “Cardholders” means persons to whom Customer has provided a Card and who are authorised by Customer to use such Card and “Cardholder” means any one of them;
- “Card Procedures” means any procedures or guidelines regarding the use of the Cards as UK Fuels may Notify from time to time;
- “Card Program” means the Card scheme owned and/or operated by UK Fuels based on which UK Fuels issues Cards for use by Customers;
- “Cards” means all payment cards issued to Customer by UK Fuels and/or by any third party designated by UK Fuels and “Card” means any one of them; This excludes loyalty cards that may be issued by UK Fuels from time to time;
-”Charges” means charges (including Surcharges) levied by UK Fuels in accordance with this Agreement, details of which can be located in the Charges section on the Website or are as otherwise notified from time to time to the Customer by UK Fuels;
- “Credit Limit” means the maximum amount of unpaid Transactions, whether invoiced or not, that can be outstanding on a Customer’s account at any time. The Credit Limit is determined by, and may be revised at any time, by UK Fuels in its sole discretion; UK Fuels will communicate the Credit Limit to Customer from time to time and upon request;
- “Customer” means the person or company whose details appear in the Card Form and whose application for Cards has been accepted by UK Fuels;
- “Exchange Rate” means the mid‑point closing exchange rate of the Euro Foreign Exchange reference rates published by the European Central Bank on the day of the Card transaction plus 1.5%. On any day when such rates are not published, the rate shall be deemed to be that of the immediately preceding Business Day on which it was published or such other exchange rate as UK Fuels may Notify to Customer from time to time;
-”Fuel Products” means all grades of diesel and petrol products supplied by UK Fuels to the Customer from time to time;
- “Goods” means Fuel Products, Non-Fuel Products and any other products and/or services that may be purchased from time to time using a Card;
- “Hardware” means any hardware provided to the Customer by UK Fuels on behalf of a third party to be used in the provision of the Goods;
- “Interest Rate” means interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended by the Late Payment of Commercial Debts Regulations 2002);
- “Invoice” has the meaning given to it in clause 5.2(d);
-.“Non-Fuel Products” means any products which are not Fuel Products supplied by UK Fuels to the Customer from time to time;
-.”Notify(ing)” or “Notification” means informing the other Party;
(a) through the Website: in the case of notification to UK Fuels (1) by submitting the required information electronically using the functionalities provided by the Website for this purpose; or in the case of notification to Customer (2) by posting the information on the Website, or
(b) by sending an e-mail to such e-mail address as UK Fuels or Customer respectively may specify from time to time (“By E-mail“), or
(c) by sending a fax to such fax number as UK Fuels or Customer respectively may specify from time to time (“By Fax“), or
(d) by sending a letter to such address as UK Fuels or Customer respectively may specify from time to time, or
(e) by including specific information on the Invoice or on the payment overview accompanying the Invoice (only applicable to a Notification by UK Fuels to Customer), or
(f) by phone using such telephone number as UK Fuels or Customer respectively may specify from time to time (“By Phone“);
- “Notification In Writing” means a Notification in the form specified in paragraphs (a) to (e) of that definition;
- “Late Payment” has the meaning given to it in clause 5.3(a);
- “List Price” means (where applicable) the list price (including the effective pricing dates) available upon written request by the Customer to UK Fuels;
- “Parties” means UK Fuels and Customer and “Party” means either of them;
- “Payment Term” has the meaning given to it in clause 5.3(a);
“PIN” means the personal identification number issued for use with a Card;
- “Rates” means the fuel rates to be charged to Customers for Goods supplied by UK Fuels from time to time;
- “Retailers” means UK Fuels and/or companies who have entered into an agreement with UK Fuels to accept Cards as payment for Goods, as the case may be, and “Retailer” means any one of them;
- “Sites” means the location where Retailer delivers the Goods to Customer or Cardholder;
- “Surcharges” means surcharges imposed by UK Fuels on the purchase of Goods details of which are available on the Website;
- “Transaction” means each use of the Card to obtain Goods at a Sites, and
- “UK Fuels” means UK Fuels Limited (Company number: 02212080) whose registered office address is Eurocard Centre, Herald Park, Herald Drive, Crewe, CW1 6EG and its successors, assigns and appointed agents or any other Affiliate and their successors, agents or assigns, as the case may be;
-”UK Fuels Card Centre” means the contact point for administrative matters relating to the Card as UK Fuels may communicate from time to time; and
“Website” means www.ukfuels.co.uk or any other website UK Fuels may authorise Customer to access in connection with this Agreement;
3. Card Program
3.1 UK Fuels may in its sole discretion provide, or cause a third party to provide, one or more Cards to Customer. Customer can use a Card for purchasing certain Goods that are available at Sites but Customer is not obliged to purchase a minimum amount of Goods using the Card. A Card that has not been used for a certain period of time as determined by UK Fuels may be cancelled automatically or subject to a Charge as a result of such non-activity.
3.2 UK Fuels offers, through Retailers, a range of Goods that can be purchased with a Card. Customer determines the categories of Goods that can be purchased with the Cards based on the available offering under the Card Program. UK Fuels may at any time and without Notification extend or reduce the range of Goods it offers under the Card Program. The issuing of Cards to Customer does not confer any right to Customer to receive supplies of Goods.
3.3 Use of a Card constitutes a purchase of Goods from UK Fuels or from Retailer, as the case may be. Title to the Goods and risk of loss will pass upon delivery of the Goods at the Sites.
3.4 Cards may only be used at participating Sites however Retailers have the right to retain cards and/or to refuse to supply Goods, accept Cards or process Transactions for any reason including, but not limited to shortage of product, technical failure of equipment or failure by Customer to comply with the Agreement. Customer shall comply with all operating requirements and conditions imposed by a Retailer at the Sites. Any fees or payments charged by Retailer to UK Fuels in connection with Transactions by Customer not complying with local regulation or damaging Retailer’s equipment can be charged by UK Fuels to Customer. If the Goods have already been supplied and the Card is not accepted by the Retailer for whatever reason, the Customer is required to pay for the Goods at Retailer’s customer price applicable at the Sites with other means of payment.
3.5 Customer may authorise Cardholders to use a Card and shall ensure that Cardholders comply with Customer’s obligations under this Agreement. Customer shall ensure that Cards do not remain in possession of anyone who has ceased to be an authorized Cardholder.
3.6 The Card may only be used for purchases that correspond with a normal consumption or use and Cards can only be used by Customer in compliance with all applicable legislation.
3.7 Customer and Cardholders are not entitled to participate in any UK Fuels promotions or loyalty schemes on Transactions using a Card unless otherwise invited in the terms of any such promotion or loyalty scheme.
3.8 UK Fuels may modify or end its Card Program and/or replace it with a different program. In addition, UK Fuels may increase or reduce the number, and vary the type, of Retailers and/or Sites where Cards can be used without Notification.
3.9 Where a Customer acquires Hardware by virtue of this Agreement, the Customer shall abide by the terms and conditions of the supplier of the Hardware (as directed by UK Fuels from time to time). UK Fuels accepts no liability for any error or failure in the performance or functionality of the Hardware.
4.1 Property, cancellation, blocking or renewal of cards
Cards remain the property of UK Fuels at all times and Customer shall return Cards on first request to the UK Fuels Card Centre. UK Fuels may at any time in its sole discretion levy Charges on Cards, cancel or block Cards or refuse to renew or replace Cards.
4.2 Use of Cards
Customer may only use Cards in accordance with the provisions of this Agreement. A Card may not be used in, among others, the following circumstances:
(a) after the expiry date shown on the Card;
(b) if Customer exceeds its Credit Limit;
(c) if the Card has been reported lost or stolen or the PIN compromised in accordance with Clause 4.5;
(d) if the Card has been cancelled or blocked or its return requested by UK Fuels;
(e) in non-compliance with the Card Procedures, if any;
(f) if there are any Late Payments;
(g) if the Cardholder does not enter the correct PIN code.
Notwithstanding clause 4.2(a)-(e), Customer shall be liable to pay UK Fuels for all amounts due pursuant to each Transaction plus any Charges levied as a result of any breach of this clause 4.2.
4.3 Online and offline Transactions
Transactions will be processed online, except if this is not possible for technical reasons relating to the equipment required for such processing, in which case Transactions will be processed offline. Online Transactions shall be confirmed by PIN and offline Transactions (where permitted) shall be confirmed by PIN or by signature of the Cardholder on the sales voucher. Transactions confirmed in such manner are deemed to have been accepted by Customer and will be invoiced to Customer. Cardholder has no entitlement to offline Transactions, Customer will remain liable for Transactions made without PIN.
4.5 Security precautions
(a) Customer will be responsible for identifying and taking all necessary precautions to ensure the safe storage and use of the Card and its PIN. Notwithstanding the foregoing, UK Fuels may from time to time recommend specific precautions to Customer. A Card is issued with a PIN. Customer shall only disclose the PIN to the Cardholder authorised to use the Card. Customer shall ensure that the PIN is not compromised such as by keeping the PIN secret from any person other than the Cardholder, never storing the PIN together with the Card and entering a PIN discreetly.
(b) UK Fuels may in its sole discretion determine proprietary security limits (such as a maximum value per Transaction, a maximum value for all Transactions per Card over a period of time or a maximum number of Transactions per Card over a period of time), above which Transactions may be refused or Cards may be blocked. These limits are determined, and may be revised at any time, by UK Fuels in its absolute discretion. UK Fuels may, but has no obligation to, refuse Transactions or block Cards that exceed such security limits and UK Fuels will not be liable if Cards are used exceeding these security limits. Due to risk associated, it is not best practice, but at Customer’s request UK Fuels may issue Card(s) that are exempt from security limits. Customer will indemnify UK Fuels on demand in respect of all costs, claims and demands arising out of or in connection with the use of all such Cards.
(c) Retailer may, but is not obliged to, request the Cardholder to show appropriate identification to prove that his identity corresponds with the name on the Driver Card, in the absence of which Retailer may refuse the Transaction and/or retain the Card.
4.6 Lost, stolen or duplicated Cards and compromised PINs
(a) If Customer has reason to believe that a Card is lost, stolen, duplicated or has not been received when due or that the PIN is compromised Customer must immediately Notify UK Fuels preferably through the Website or By Phone, By E-mail or By Fax. Any Notification must be received prior to 15.00 hours in order to be accepted as valid notification on the date of such Notification. Notification after 15.00 hours on any date will be deemed to have been accepted as Notification on the following Business Day. Where Notification has been given orally, Customer shall confirm this by Notification in Writing within 2 Business Days thereafter (“Confirmation“).
(b) Customer shall be liable for all Transactions made with a lost, stolen or duplicated Card (including all Transactions made with a duplicate of the Card, or previously invoiced and/or paid by Customer) for a period of up 2 Business days after UK Fuels has received Notification in Writing or Confirmation from the Customer that the Card has been lost or stolen. However, if after 2 Business Days, Transactions are made with the lost, stolen or duplicated Card using the correct PIN, Customer will remain liable for such Transactions until the lost, stolen or duplicated Card has been blocked by UK Fuels, which UK Fuels shall do as soon as reasonably practicable. In addition, if after Notification that a Card is lost, stolen or duplicated, the Card is used by the Cardholder, Customer will remain liable for such Transactions and UK Fuels may make such reasonable charge to Customer as appropriate to cover the expenses incurred by UK Fuels as a result of Customer’s Notification, including any payments made by UK Fuels to any person as a reward for confiscating such Card.
(c) Customer shall be liable in respect of all Transactions made with a Card with a compromised PIN until (1) Customer has given Notification to UK Fuels as detailed in clause 4.5(a) above; and (2) until the UK Fuels Card Centre has received the compromised Card with the top corners cut off.
(d) Customer shall give UK Fuels all reasonable assistance to investigate the loss, duplication or theft of any Card and to assist UK Fuels to recover the lost or stolen Card or a duplicate of the Card.
4.6 Cancellation, withdrawal or replacement of Cards
(a) If Customer wishes to cancel or withdraw a Card for any reason he should Notify UK Fuels accordingly and return the Card to the UK Fuels Card Centre with the corner cut off. Customer will remain liable in respect of all Transactions made with a cancelled or withdrawn Card, prior to receipt of the Card at the UK Fuels Card Centre.
(b) Upon receipt of new Cards replacing existing or expired Cards Customer shall ensure that all the replaced Cards are immediately destroyed. Customer shall remain liable for all Transactions made with the replaced Cards.
4.8 UK Fuels reserves the right to levy Charges in respect of the reissuing and replacement of any Cards.
5. Price, Invoicing and Payment
(a) For the purchase of Goods, Customer will be invoiced at the Rates. UK Fuels has the right to unilaterally modify the Rates wholly or partially without prior Notification or to publish such rates on the Website from time to time, which shall constitute valid Notification.
(b) UK Fuels may apply a Charge or a Surcharge to the price of the Goods depending on the location of certain Sites and the nature of certain Goods purchased.
(c) Goods shall be invoiced together with Charges, taxes, duties, and any other charges levied in the country of delivery. Value Added Tax shall be specified separately for deliveries in countries where this is legally possible. Taxes, duties and Charges will also be added to all service fees or other payable amounts as appropriate. Customers are responsible for Notifying UK Fuels in due course of any changes to their country-specific international (VAT) ID numbers.
(d) UK Fuels may in its sole discretion levy a Charge for customer services or facilities it provides to Customer, which may include but is not limited to the application of a % service fee to the purchase of all Fuel Products and Non-Fuel Products or an annual charge for the use of a Card. UK Fuels may from time to time modify the amount of the Charges or services to which the Charges relate.
(e) The List Price and any Charges may be unilaterally changed and updated from time to time by UK Fuels acting in its absolute discretion. For the avoidance of doubt, any changes made in accordance with this clause 5.1(e) shall take immediate effect.
(a) If Card Transactions have been processed, Customers will be invoiced with the frequency agreed between UK Fuels and the Customer. UK Fuels may conduct periodic reviews on all Customers and UK Fuels reserves the right to amend the invoice frequency and the payment terms of the Customer without prior Notification.
(b) The use of electronic invoicing (where available) is subject to Customer subscribing to the e-invoicing service. UK Fuels may in its sole discretion levy a Charge to Customer if Customer does not subscribe to the e-invoicing service. When subscribing to the e-invoicing service, Customer agrees that (i) UK Fuels may archive Invoices electronically or have them archived electronically by its nominated third party contractor and (ii) advanced signature, in line with country legislation, is used to protect the integrity of all Card e-invoices. Customer may also be notified by an email when a new Invoice is available online. Customer may still receive a paper Invoice in cases of manual adjustments.
(c) Customer will be invoiced for Goods purchased in pounds sterling (£). Purchases made in foreign currencies will be converted to such currency using the Exchange Rate.
(d) UK Fuels will issue Invoices or debit notes, or will cause Invoices or debit notes to be issued on its behalf, for Goods sold by UK Fuels or Retailers to Customer. If Customer requires an Invoice for Goods sold by Retailers in circumstances where UK Fuels has provided a debit note, Customer should request an Invoice at the Sites at the time of the Transaction. Invoices and debit notes are jointly referred to herein as “Invoice(s)”.
(e) Invoices are issued based on Transaction data communicated to UK Fuels by Retailers. Therefore, any subsequent corrections communicated by Retailers may lead to rectification of Invoices.
(f) Sales vouchers or duplicates thereof are not issued by UK Fuels and should if required be obtained by Customer at the Sites at the time of the Transaction.
5.3 Payment term, payment method and securities
(a) Invoices are payable by the seventh day after the date of the invoice or such other date as is notified to the Customer by UK Fuels (“Payment Term“). The Payment Terms for Goods and Charges may differ. Customer shall pay Invoices without any discount, deduction or set off, so that UK Fuels’ designated bank account is credited with the full amount and in the currency indicated on the Invoice within the Payment Term. Failure to do so shall constitute Late Payment.
(b) Unless agreed otherwise by UK Fuels, payments shall be made by means of Direct Debit. UK Fuels may levy a Charge for any other payment method than Direct Debit. Customer shall provide UK Fuels with a direct debit mandate in a form acceptable to UK Fuels and shall ensure that a valid direct debit mandate exists at all times during the course of this Agreement. If nevertheless at any time a direct debit by UK Fuels is recalled by Customer’s bank, Customer will immediately pay to UK Fuels an amount equal to the amount of such recalled direct debit. In addition, Customer herby consents to its bank providing UK Fuels with all relevant details regarding the basis and nature of any recalled direct debit payment. UK Fuels is entitled to levy a Charge for administration, increased in line with any bank charges incurred by UK Fuels for any recalled or failed direct debits. Customer shall Notify UK Fuels of any changes to its bank account details in a timely manner so as to avoid any Late Payment.
(c) At its sole discretion and at any time, UK Fuels has the right to revise the payment method or Payment Term and to revise or withdraw any credit that may have been granted to Customer. Notwithstanding any other remedies available to UK Fuels, in the event that credit is withdrawn, all amounts then due and owing, for whatever reason, whether already invoiced or not shall become immediately payable, and any future sales by UK Fuels to Customer shall be with pre-payment or fully covered by a security in accordance with clause 5.3(d) at UK Fuels’ option.
(d) Customer shall provide to UK Fuels and maintain security in such amounts, types, form and issuers as UK Fuels may specify from time to time in its sole discretion. UK Fuels may request Customer to increase the amount covered by the security or to provide an additional security if UK Fuels in its sole discretion considers that this is required to guarantee Customer’s current or future payments to UK Fuels. Customer shall renew any expiring securities at the latest by the date corresponding to the expiry date of the security minus the number of days corresponding to the then applicable Payment Term, and if a Customer fails to do so UK Fuels is entitled to block the Cards. If a parent guarantee is in place and, as a result of a change in the shareholding structure in Customer’s Affiliates, the parent company that has issued the guarantee no longer is a parent of Customer, Customer shall immediately secure an alternative security acceptable to UK Fuels, unless and until it is confirmed by the parent that has issued the guarantee that it remains in force. Failure to provide or maintain at all times adequate securities shall immediately make all sums owing by Customer to UK Fuels (whether already invoiced or not) on any account whatsoever immediately and automatically due and payable. Customer shall ensure that UK Fuels will have the option to call on the security until at least 6 (six) months from the end of the month after termination of the Agreement.
(e) Disputed Invoices shall be paid in full by Customer on the due date. If consequently parties agree that such invoice needs to be corrected with a certain amount, UK Fuels will promptly issue a credit note and repay such amount or set it off with any amounts due to UK Fuels by Customer. For the avoidance of doubt, any dispute in relation to an Invoice shall be raised by Customer within 10 Business Days of the date of Invoice. After such period, the invoice amount shall be deemed agreed by Customer.
(f) UK Fuels and its Affiliates may at any time without giving Notification to or making demand upon Customer set off and apply any and all sums at any time owing by UK Fuels and/or by any of its Affiliates to Customer or any of Customer’s Affiliates, against any and all sums owing by Customer or any of Customer’s Affiliates to UK Fuels and/or to any of its Affiliates. Customer shall not withhold or set off any amounts payable by him against any amounts payable by UK Fuels, except if this is mandated by law.
5.4 Default by Customer
(a) Late Payment by Customer shall make all sums owing by Customer to UK Fuels (whether already invoiced or not) on any account whatsoever immediately and automatically due and payable, without prejudice to UK Fuels’ right to charge automatically and without prior Notification, the Interest Rate.
(b) Customer shall be liable for all costs, charges and other liabilities incurred by UK Fuels as a result of the Late Payment. UK Fuels is entitled to charge all costs of collection, including attorney’s fees to the extent permitted by law, in addition to all other amounts due. For payments that do not take place on the due date, UK Fuels reserves the right to levy a Charge in respect of such late payment.
(c) All payments from and any credits or refunds due to Customer will be used to pay off (1) any interest due (2) any unsecured portions of the debt (3) any secured portions of the debt and finally (4) any other indebtedness to UK Fuels.
(d) UK Fuels may use, without prior Notification or demand, any or all of the security to set off or satisfy all or any part of any indebtedness or obligation of Customer to UK Fuels, including indebtedness arising from purchases under this Agreement or from any other agreement concluded between Customer and UK Fuels in relation to the use of Cards.
(e) If a cash deposit has been made by Customer or Customer’s Affiliates to UK Fuels or any of UK Fuels’ Affiliates then such deposit can be used, at UK Fuels’ sole discretion, as payment of Transactions which have been invoiced or not yet invoiced.
(f) In case of Late Payment, failure to provide or maintain adequate security, exceeding the Credit Limit or if UK Fuels in its sole discretion determines that there are objective reasons to conclude that the financial status of Customer has become or is likely to become impaired or unsatisfactory, UK Fuels may immediately, without prior Notification, block or cancel Customer’s Cards.
(g) In the case of Late Payment, UK Fuels reserves the right to apply a Charge to all Transactions for a period of 3 months immediately following the occurrence of the Late Payment.
(h) UK Fuels reserves the right to terminate this Agreement, suspend Cards or levy a Charge in the event that the Customer’s Credit Limit is exceeded.
(i) If a Customer’s account is suspended for any reason with a subsequent reactivation, Customer may incur a Charge for any such reactivation requested. UK Fuels does not accept any liability for accounts that are not reactivated.
(j) UK Fuels (or its agents or representatives) may perform credit checks on Customer. Customer hereby gives its consent to UK Fuels (or its agents or representatives) to carry out such checks. Customer hereby acknowledges and agrees that the credit checks may involve giving information about Customer to licensed credit reference agencies or third parties. Occasionally UK Fuels may use the information provided as a result of the credit checks to inform Customer about any other product offering of UK Fuels or any third party from time to time.
(k) UK Fuels may undertake periodic risk assessments of Customers using industry-recognised risk exposure management tools and/or general market intelligence. If, following such risk assessment, Customers’ risk exposure reaches a specified risk exposure level determined by UK Fuels in its sole discretion, a risk based Charge may be applied to all purchases of Fuel Products for the duration of the increased risk exposure level until such point as the original risk level resumes.
6. Information and data privacy
6.1 Customer shall ensure that all information communicated to UK Fuels (including name, legal status, address, e-mail address, key personnel, bank details) is accurate and it shall forthwith provide Notification in Writing to UK Fuels of any changes. Upon request, Customer shall provide complete and accurate financial statements (last audited accounts if available) and related information in a timely manner to assist UK Fuels with the financial assessment process.
6.2 UK Fuels shall not be liable to Customer in respect of any inaccurate Invoices, documentation or reporting about Card Transactions resulting from incorrect information provided by a Customer, Cardholder or Retailer. All monies owing by Customer to UK Fuels shall become due and payable forthwith if UK Fuels discovers that any of the information provided by Customer to UK Fuels is materially inaccurate.
6.3 UK Fuels may at any time disclose to a third party, any relevant information relating to Customer, its Cardholders or its Card Transactions to the extent that this is deemed necessary by UK Fuels to enable the operation of this Agreement. Customer shall treat information set forth in or derived from the Agreement as confidential.
(a) Customer hereby consents to:
(i) all and any processing (in manual or electronic form) of personal data relating to Customer and the Cardholders by UK Fuels, Retailer or any third party designated by UK Fuels, for the execution of this Agreement, and for legitimate purposes required by UK Fuels including, but not limited to, operating the Agreement, keeping accounts and records, invoicing, credit analysis, enhancing services quality, market analysis, compilation of statistics or for sending marketing and/or other information to Customer, including after the termination or expiry of the Agreement;
(ii) such personal data being transferred to, communicated to or otherwise accessed by UK Fuels, Retailer or any third party designated by UK Fuels for the operation of this Agreement, some of which may be located outside the territory of the European Union, in connection with the legitimate purposes specified above.
(b) Customer hereby expressly agrees to comply with the requirements of the data privacy legislation including but not limited to obtaining consent of each Cardholder to the processing of their personal data pursuant to this Agreement and warrants that it has obtained, or will obtain, all necessary consents from Cardholders to permit processing of their data by UK Fuels, Retailers and third parties designated by UK Fuels in accordance with this clause 6, before processing any such personal data.
(c) Customer and its Cardholders have a right of access and rectification of their personal data by sending a registered letter to UK Fuels.
7. Duration and Termination
7.1 This Agreement will take effect upon the first use by Customer or Cardholder of a Card and it is concluded for an indefinite duration. Either Party may terminate the Agreement at any time by giving to the other not less than four (4) weeks’ Notification in Writing.
7.2 Notwithstanding any other remedies available to UK Fuels, this Agreement may be terminated by UK Fuels with immediate effect by Notification to Customer in the following circumstances:
(a) if there is Late Payment by Customer;
(b) if Customer exceeds its Credit Limit;
(c) if Customer fails to provide or maintain adequate security;
(d) if there is a suspicion of fraud or abuse of Customer’s Card(s) or such fraud or abuse has been established;
(e) if Customer (being an individual) dies or is unable to pay its debts within the meaning of Section 268 of the Insolvency Act 1986 (“IA 1986“) or (being a company) if a liquidator (other than for the purpose of amalgamation or reconstruction), administrative receiver, administrator or receiver is appointed in respect of the whole or any part of the Customer’s assets or business or the Customer enters into an arrangement or composition with its creditors, or if it becomes unable to pay its debts within the meaning of Section 123 of the IA 1986, or analogous provision in any other jurisdiction or if the Customer suffers any distress or execution to be levied upon any of his goods or premises or any equipment at his premises or other circumstances arise which would entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to make a winding up order in relation to the Customer;
(f) UK Fuels performs and/or obtains a credit review or rating for Customer (which Customer hereby agrees UK Fuels may carry out and/or obtain from time to time) which in the sole opinion of UK Fuels is unsatisfactory;
(g) UK Fuels in its sole discretion determines that there are objective reasons to conclude that the financial status of Customer has become or is likely to become impaired or unsatisfactory;
(h) Customer is in material breach of any (other) term of this Agreement; or
(i) Customer assigns the Agreement without UK Fuels’ consent or there is a change in control of Customer.
7.3 If Notification of termination of this Agreement is given for whatever reason, the total outstanding balance of Customer’s account (whether invoiced or not) shall become immediately due and payable in full to UK Fuels. At the termination of the Agreement the right of Customer to use Cards shall cease, and Customer’s access to the Website may be stopped or restricted. This is without prejudice to Customer’s liability for use of Cards after termination until the moment where such Cards have been received back by UK Fuels or to the rights of UK Fuels already accrued at the date of such termination at the conditions that were valid before the termination of the Agreement. Securities shall remain in force until the last payment due under the Agreement has been received by UK Fuels.
8. Exclusion & Limitation
8.1 UK Fuels gives no warranty, express or implied, in relation to any Goods supplied to Customer other than relating to the title of the Goods supplied. UK Fuels shall not be liable for any loss or damage suffered by Customer or the Cardholder in connection with any Goods save to the extent that such liability cannot by law be limited or excluded. UK Fuels shall not be liable for any failure of Retailer to process Cards or for any refusal by Retailer to accept Cards. The sale of Goods by Retailers takes place under the exclusive responsibility of such Retailers and Customer must lodge any claim relating to the sale of Goods directly with such Retailers.
8.2 UK Fuels’ liability under this Agreement for any claims relating to Goods purchased with a Card is limited to the purchase price of such Goods.
8.3 UK Fuels is not liable for any loss of profits, loss of revenue or loss of opportunity or any consequential or indirect loss or damages incurred by Customer or Cardholder as a result of a claim.
8.4 Claims by Customer or Cardholder are waived unless made by registered letter within 10 calendar days from the date of the event triggering the claim.
8.5 Customer shall indemnify and hold UK Fuels, its officers, employees and agents harmless in respect of any losses that are caused by or result from the negligence or wilful acts or omissions of Customer or its Cardholders.
8.6 Nothing in this Agreement has the effect of limiting or excluding any liability of UK Fuels in respect of a Claim arising as a result of the fraud, negligence or wilful misconduct of UK Fuels, its contractors or agents and their respective employees (but, for the avoidance of doubt, UK Fuels shall not be liable in any way to the Customer or Cardholder for the fraud, negligence or wilful misconduct of any third party service provider) save to the extent that liability cannot by law be excluded, and provided that UK Fuels shall in no event be liable for any consequential or indirect loss howsoever arising.
9. Force Majeure
UK Fuels shall not be liable for any failure to perform or any delay in performance under this Agreement arising from or in connection with any event that is not within UK Fuels’ immediate control, including but not limited to:
(a) strikes, lock-outs, labour disputes of any kind, partial or general stoppages of labour, refusals to perform any kind of work (whether or not any of the foregoing are lawful, or relate to UK Fuels’ own employees or others);
(b) war, hostilities, terrorist activity, or any local, national or international emergency;
(c) acts of God, fire, flood, pandemic;
(d) any inability to obtain energy, utilities, equipment, transportation, the product deliverable under this Agreement or the feedstock from which the product is directly or indirectly derived;
(e) technical problems, breakdown of or accident relating to plant, machinery, facilities, Sites, transportation equipment, communication systems, computer hardware or systems or other equipment such as card readers;
(f) any hindrances to transportation;
(g) UK Fuels’ fuel stocks falling below levels which UK Fuels in its absolute discretion considers necessary;
(h) good faith compliance with any regulation, order or request of, or interference by, or restriction imposed by any international, national, provincial, port or other public authority or any person purporting to act for such authority (whether ultimately determined to be valid or invalid); or
(i) the threat or reasonable apprehension of any of the above events.
10.1 Signing or using a Card constitutes acceptance of these General Terms and Conditions.
10.2 UK Fuels may unilaterally vary, add to or delete any provision of this Agreement and changes to this Agreement shall be posted on the Website (including any relevant effective dates).The Customers shall check online from time to time for any updates or amends to this Agreement. Use of a Card after any such update has been made to this Agreement, shall be deemed to be acceptance of the modified Agreement by Customer.
10.3 UK Fuels may transfer or assign the rights and obligations under this Agreement in whole or in part (including but not limited to transferring, assigning or factoring any debts or claims) to third parties (including but not limited to other Affiliates) upon prior Notification In Writing. Furthermore, UK Fuels may at its sole discretion and without Notification appoint any agent or contractor for the negotiation and/or execution of this Agreement and Customer hereby expressly confirms its consent to any such appointment. Customer may transfer or assign its rights and obligations under this Agreement with prior written consent from UK Fuels.
10.4 If Customer consists of two or more persons, then their obligations under this Agreement shall be joint and several.
10.5 Each Party shall exercise reasonable care and diligence to prevent any action or condition on which may result in a conflict of interest with those of the other Party. This obligation shall apply to the activities of each Party’s employees and agents in their relations with the employees and families of the other Party, its representatives, vendors, subcontractors and third parties. Each Party’s compliance with this requirement shall include but shall not be limited to, establishing precautions to prevent that Party’s employees or agents from making, receiving, providing or offering substantial gifts, entertainment, payments, loans or other considerations for the purpose of influencing individuals to act contrary to the other Party’s best interest. Each Party shall promptly Notify the other Party the identity of its representatives or employees who is known in any way to have a substantial interest in the other Party’s business or the financing thereof.
10.6 No remedy of UK Fuels against Customer is intended to be exclusive, but each remedy shall to the maximum extent allowed by law, be cumulative and in addition to any other remedy referred to herein or otherwise available to UK Fuels. The exercise or beginning to exercise by UK Fuels of any one or more remedies shall not preclude the simultaneous or later exercise by UK Fuels of other remedies. All remedies of UK Fuels shall, to the maximum extent allowed by law, survive any and all terminations of the Agreement. To the maximum extent allowed by law, no delay or failure on the part of UK Fuels in exercising any right, remedy, power, or privilege of UK Fuels shall operate as a waiver thereof.
10.7 Each of the clauses in this Agreement is independent and severable and shall not in the event of any declaration of invalidity or unenforceability, affect the construction or effect of, any other clause in this Agreement.
10.8 This Agreement shall form the entire agreement between UK Fuels and Customer in relation to the use of the Cards and supersedes all other agreements and understandings (whether written or oral) in relation to the use of the Cards. Any terms and conditions provided by the Customer shall not apply to this Agreement.
10.9 Headings used in this Agreement are for convenience only and shall not affect its interpretation.
10.10 This Agreement and any supplies of Goods made in conjunction with the use of the Card shall be governed by and construed in accordance with the laws of England (excluding its rules on conflict of law) and Customer irrevocably submits to the exclusive jurisdiction of the courts of England. Neither the Uniform Law on the International Sale of Goods (‘ULIS’), nor the United Nations Convention on Contracts for the International Sale of Goods 1980 (‘CISG’) shall apply.